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3.5
Standard Terms and Conditions of Sale
1.
WARRANTY - Seller warrants that on the date of shipment the goods are of the kind and quality described herein and are free of non-
conformities in workmanship and material. This warranty does not apply to goods delivered by Seller but manufactured by others.
(b) Buyer's exclusive remedy for a nonconformity in any item of the goods shall be the repair or the replacement (at Seller's option) of
the item and any affected part of the goods. Seller's obligation to repair or replace shall be in effect for a period of one (1) year from
initial operation of the goods but not more than eighteen (18) months from Seller's shipment of the goods, provided Buyer has sent
written notice within that period of time to Seller that the goods do not conform to the above warranty. Repaired and replacement parts
shall be warranted for the remainder of the original period of notification set forth above, but in no event less than 12 months from repair
or replacement. At its expense, Buyer shall remove and ship to Seller any such nonconforming items and shall reinstall the repaired or
replaced parts. Buyer shall grant Seller access to the goods at all reasonable times in order for Seller to determine any nonconformity in
the goods. Seller shall have the right of disposal of items replaced by it. If Seller is unable or unwilling to repair or replace, or if repair or
replacement does not remedy the nonconformity, Seller and Buyer shall negotiate an equitable adjustment in the contract price, which
may include a full refund of the contract price for the nonconforming goods.
(c) SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EXCEPT THAT OF TITLE. SPECIFICALLY,
IT DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF
DEALING AND USAGE OF TRADE.
(d) Buyer and successors of Buyer are limited to the remedies specified in this article and shall have no others for a nonconformity in
the goods. Buyer agrees that these remedies provide Buyer and its successors with a minimum adequate remedy and are their
exclusive remedies, whether Buyer's or its successors' remedies are based on contract, warranty, tort (including negligence), strict
liability, indemnity, or any other legal theory, and whether arising out of warranties, representations, instructions, installations, or non-
conformities from any cause.
Note: This article 1 does not apply to any software which may be furnished by Company. In such cases, the attached
Addendum
applies.
2. PATENTS - Seller shall pay costs and damages finally awarded in any suit against Buyer or its vendees to the extent based upon a
finding that the design or construction of the goods as furnished infringes a United States patent (except infringement occurring as a
result of incorporating a design or modification at Buyer's request), provided that Buyer promptly notifies Seller of any charge of
infringement, and Seller is given the right at its expense to settle such charge and to defend or control the defense of any suit based
upon such charge. Seller shall have no obligation hereunder with respect to claims, suits or proceedings, resulting from or related to, in
whole or in part, (i) the use of software or software documentation, (ii) compliance with Buyer's specifications, (iii) the combination with,
or modification of, the goods after delivery by Seller, or (iv) the use of the goods, or any part thereof, in the practice of a process. THIS
ARTICLE SETS FORTH SELLER'S ENTIRE LIABILITY WITH RESPECT TO PATENTS.
3. PERFORMANCE; DELAYS - TTimely performance by Seller is contingent upon Buyer's supplying to Seller, when needed, all
required technical information and data, including drawing approvals, and all required commercial documentation. If Seller suffers delay
in performance due to any cause beyond its reasonable control, the time of performance shall be extended a period of time equal to the
period of the delay and its consequences. Seller will give to Buyer notice within a reasonable time after Seller becomes aware of any
such delay.
4. SHIPMENT, TITLE AND RISK OF LOSS - (a) The term "shipment" means delivery to the initial carrier in accordance with the delivery
terms of this contract. Seller may make partial shipments. Seller shall select method of transportation and route, unless terms are f.o.b
point of shipment and Buyer specifies the method and route and is to pay the freight costs in addition to the price. When terms are f.o.b.
destination or freight allowed to destination, "destination" means common carrier delivery point (within the United States, excluding
Alaska and Hawaii) nearest the destination.
(b) Title to the goods and risk of loss or damage shall pass to Buyer at the f.o.b. point. Seller shall not be responsible for damage to the
goods after having received "in good order" receipts from the carrier.
5. TAXES - Any applicable duties or sales, use, excise, value-added or similar taxes will be added to the price and invoiced separately
(unless an acceptable exemption certificate is furnished).
6. TERMS OF PAYMENT - (a) Unless otherwise stated, all payments shall be in United States dollars, and a pro rata payment shall
become due as each shipment is made. If shipment is delayed by Buyer, date of notice of readiness for shipment shall be deemed to be
date of shipment for payment purposes.
(b) On late payments, the contract price shall, without prejudice to Seller's right to immediate payment, be increased by 1 1/2% per
month on the unpaid balance, but not to exceed the maximum permitted by law.
(c) If any time in Seller's judgment Buyer is unable or unwilling to meet the terms specified, Seller may require satisfactory assurance or
full or partial payment as a condition to commencing or continuing manufacture or making shipment, and may, if shipment has been
made, recover the goods from the carrier, pending receipt of such assurances.
3-10
Siemens Energy & Automation, Inc. ("Seller")
SIMOREG DC Master Base Drive Panel Operating Instructions
Software License
Siemens Energy & Automation
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